Fall 2014

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Policy Spotlight

By Tim Gavin

Fall 2014 issue of Trustee

Conflict of Interest and Whistleblower Policies


It has always been recommended that libraries and library systems have both a Conflict of Interest and a Whistleblower policy in place – but now it is a requirement.


As of July 1, the Non-Profit Revitalization Act of 2013 went into effect.


This act mandates that all public and association libraries, and public library systems adopt a Conflict of Interest Policy.


If your library/system has 20 or more employees AND also had revenue in excess of $1 million in the prior fiscal year — your library/system must also adopt a Whistleblower Policy.


Even if your library/system has both of these policies in place, it is recommended that you review your policies to make sure that they address the specific criteria required by the new legislation.


A brief description of the minimum requirements for each of these policies as outlined on the New York State Library’s website follows. Please visit their website for additional information:


Conflict of Interest (minimum requirements):


  1. a definition of the circumstances that constitute a conflict of interest;

  2. procedures for disclosing a conflict to the audit committee or, if no audit committee, to the board;

  3. a requirement that the person with the conflict not be present at or participate in board/committee deliberation or vote on the matter giving rise to the conflict;

  4. a prohibition against any attempt by the person with the conflict to influence improperly the deliberation or voting on the matter giving rise to the conflict;

  5. a requirement that the existence and resolution of the conflict be documented in the corporation’s records, including in the minutes of any meeting at which the conflict was discussed or voted upon; and

  6. procedures for disclosing, addressing, and documenting related party transactions in accordance with NPCL §715.


Whistleblower (minimum requirements):

  1. A provision that no director (or trustee), officer, employee or volunteer of a corporation who in good faith reports any action or suspected action taken by or within the corporation that is illegal, fraudulent or in violation of any adopted policy of the corporation shall suffer intimidation, harassment, discrimination or other retaliation or, in the case of employees, adverse employment consequence;

  2. Procedures for reporting violations or suspected violations of law or corporate policies, including procedures for preserving the confidentiality of reported information;

  3. A requirement that an employee, officer or director of the corporation be designated to administer the policy and report to the audit committee or other committee of independent directors, or if none, to the board; and

  4. A requirement that a copy of the policy be distributed to all directors, officers, employees and to volunteers who provide substantial services to the corporation.


To see many examples of Conflict of Interest and Whistleblower policies from your peers, please search through LTA’s Library Policy Database at

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